Jilin Liyuan Precision Manufacturing Co.Ltd(002501)
Independent directors' opinions on the 4th meeting of the 5th board of directors of the company
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies and the working system of independent directors of the company issued by the CSRC and other relevant regulations, as independent directors of Jilin Liyuan Precision Manufacturing Co.Ltd(002501) (hereinafter referred to as "the company"), after carefully reviewing the materials, we have expressed the following independent opinions on the relevant matters considered at the fourth meeting of the Fifth Board of directors of the company: I. independent opinions on the profit distribution plan in 2021
In accordance with the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant laws and regulations, in view of the company's current operation and financial situation, and in combination with its own strategic development plan, in order to ensure the normal production, operation and stable development of the company and better safeguard the long-term interests of all shareholders, the company has formulated a profit distribution plan for 2021 as follows: the company will not distribute cash dividends in 2021, No bonus shares will be given and no accumulation fund will be converted into share capital. After verification, we believe that the profit distribution plan meets the current actual situation and long-term development needs of the company and is conducive to safeguarding the long-term interests of the company and all shareholders.
We agree to the profit distribution plan and agree to submit the above profit distribution plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the self-evaluation report of the company's internal control in 2021
After verification, we believe that the company has established a relatively perfect internal control system, which meets the requirements of relevant laws and regulations and the actual needs of the company's production, operation and management, and can be effectively implemented. The key activities of the company's internal control are carried out in accordance with the provisions of the company's internal control systems. The company's internal control over related party transactions, guarantee business, major investments, information disclosure, financial reports and other aspects is strict, sufficient and effective, which can ensure the normal operation and management of the company.
We believe that the company's self-evaluation report on internal control in 2021 can comprehensively, truly and objectively reflect the actual situation of the construction and operation of the company's internal control system.
3、 Independent opinions on confirming the remuneration of directors and senior managers in 2021 and the remuneration scheme in 2022
After verification, we believe that the remuneration of the company's directors and senior managers in 2021 and the remuneration scheme in 2022 comply with relevant laws and regulations, the articles of association and the company's management system for remuneration and performance appraisal of directors, supervisors and senior managers. The proposal on confirming the remuneration of directors and senior managers in 2021 and the remuneration scheme in 2022 was discussed and proposed by the remuneration and assessment committee of the company and deliberated and approved by the board of directors. The deliberation and voting procedures of the board of directors on this matter comply with relevant laws and regulations and the articles of association.
We agree to the proposal and agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the provision for impairment of assets in 2021
After verification, we believe that the company's provision for asset impairment this time meets the requirements of the accounting standards for business enterprises and other relevant regulations, and there is no situation that damages the interests of the company and all shareholders. The company's provision for asset impairment can more objectively and fairly reflect the company's financial situation and operating results. The deliberation and voting procedures of the board of directors on this matter comply with relevant laws and regulations and the articles of association.
We agree to the provision for asset impairment this time.
5、 Independent opinions on applying for cancellation of the delisting risk warning of the company's stock trading
Whereas, zhongzhun Certified Public Accountants (special general partnership) has issued a qualified audit report on the company's 2019 financial report (zhongzhunshan Zi [2020] No. 2237); Zhongzhun Certified Public Accountants (special general partnership) issued a standard unqualified audit report on the company's 2020 financial report (zhongzhunshan Zi [2021] No. 2126); According to the unqualified audit report with emphasis paragraph issued by Asia Pacific (Group) accounting firm (special general partnership) on the company's 2021 financial report (yakuaishan Zi)
[2022] No. 01110849), the company achieved an operating income of 36695785122 yuan in 2021, and the operating income after deduction was 350 Shanghai Aj Group Co.Ltd(600643) 59 yuan; The net profit attributable to the shareholders of the listed company is -44937429859 yuan; The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is -59074649356 yuan; The net assets at the end of the period were 166152715874 yuan; According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the delisting risk warning of the company due to the type of audit report opinions, net assets and net profits has been eliminated, and the special treatment of delisting risk warning of the company's stock trading has been eliminated.
The company received the civil ruling (2020) j04 minpo No. 10-3 served by Liaoyuan intermediate people's Court of Jilin Province on December 31, 2020. Liaoyuan intermediate people's court ruled that the implementation of the company's reorganization plan has been completed, and the delisting risk warning of the company's stock trading due to the court's acceptance of the company's reorganization application in accordance with the law in the early stage has been eliminated.
To sum up, we believe that the company has checked the situations involving delisting risk warning and other risk warnings item by item according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. The above circumstances that led to the delisting risk warning of the company's stock trading have been eliminated, and no other risk warnings have been found. The company has met the conditions for applying for cancellation of delisting risk warning for stock trading. The cancellation of delisting risk warning in stock trading of the company is conducive to protecting the interests of the company and minority shareholders. It is agreed that the company applies to Shenzhen stock exchange for cancellation of delisting risk warning in stock trading.
6、 Independent opinions on changes in accounting policies
The independent directors of the company believe that the change of the company's accounting policy is a reasonable change in accordance with the requirements of relevant documents issued by the Ministry of finance, in line with the accounting standards for business enterprises and relevant regulations, and there is no damage to the legitimate rights and interests of the company and all shareholders. The procedure of this change of accounting policy is in line with the provisions of relevant laws, regulations and the articles of association.
We agree with the change of the company's accounting policy.
7、 Special instructions and independent opinions of independent directors on the occupation of the company's funds by the company's controlling shareholders and other related parties and the company's external guarantees
(I) funds occupied by controlling shareholders and other related parties of the company
After verification, we believe that the company earnestly implements the relevant provisions of the CSRC's guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, and strictly controls the risk of capital occupation by controlling shareholders and other related parties. The controlling shareholders and other related parties of the company are aware of the provisions of relevant laws, regulations and normative documents and can strictly abide by them. During the reporting period, the company did not occupy the company's funds by controlling shareholders, actual controllers and other related parties.
(II) external guarantee of the company
On September 23, 2021, the 34th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on providing guarantee for loans of wholly-owned subsidiaries. Up to now, the matter has been deliberated and approved by the general meeting of shareholders, but has not been actually implemented. After verification, we believe that during the reporting period, the company conscientiously implemented the relevant provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, and there was no illegal guarantee, nor did it provide guarantee for shareholders, actual controllers and their related parties and other subjects.
8、 Independent opinions of independent directors on matters involved in the unqualified audit report with emphasis in 2021
Asia Pacific (Group) Certified Public Accountants (special general partnership) issued an unqualified audit report with emphasis on the financial report of the company in 2021. The audit report truly and objectively reflects the financial status and operation of the company in 2021. We have no objection to the audit report.
We agree with the special statement of the board of directors on the matters involved in the unqualified audit report of the company with emphasis in 2021 issued by the board of directors of the company, and will continue to pay attention to the progress of the matter and safeguard the interests of the majority of investors.
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(there is no text on this page, which is the signature page of Jilin Liyuan Precision Manufacturing Co.Ltd(002501) independent directors' independent opinions on relevant matters of the fourth meeting of the Fifth Board of directors of the company.)
Independent director (signature):
Li Guang, Wu Jilin, Jiang Zeli
April 28, 2022
